AFL DIRECT CARE PROVIDER SERVICE AGREEMENTS

I agree to participate as a direct care provider (“DCP”) of Adult Family Living (“AFL”) program services through  Emerest Home Care of Connecticut LLC (“Emerest”) as of __________________, (the “Effective Date”).  For good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I agree to the following 

terms and conditions: 

1.             Emerest as AFL Administrator. Emerest is a contracted provider of AFL, a program administered by the  Connecticut Department of Social Services (“DSS”) funded by the Connecticut Home Care Program for Elders 
and the Personal Care Assistance Medicaid waiver programs.  In its capacity as a contracted provider, Emerest  administers weekly payments on behalf of DSS to DCPs, defined for purposes of this Agreement as caregivers  actively residing in the same household as, and providing care to, the Medicaid recipient (“Participant”).

2.             Contracted AFL Provider.  I meet all of the qualifications to be a DCP, including: (a) I am over the age  of eighteen (18) years; (b) the Participant is over the age of sixty-five (65) years; (c) the Participant is receiving  Medicaid; (d) the Participant needs assistance with daily activities; (e) the Participant is able to direct his or her  own care; (f) I live in the same home as the Participant; and (g) I am not a legally liable relative or spouse of 

the Participant. Emerest does not direct the care of any Recipient. Any care is directed by the Participant and  performed by me.

3.             Payment for Services. I am eligible to receive payment from DSS (as administered by Emerest) on only for the days I function as a DCP.  I am not a DCP if:  (a) I do not reside in a household with the Participant; (b) I do not provide  care to the Participant for any reason, including but not limited to the Participant being hospitalized or obtaining  caregiving services elsewhere (such as an assisted living home, rehabilitation facility, nursing home, or hospice); (c)  the Participant moves out of Connecticut; or (d) the Participant passes away.

4.             Notice of Change in Status. To allow Emerest to report to DSS, I will notify Emerest in writing promptly of any change in my status or the Participant’s status that would render me ineligible for payment from Emerest.  I will send any such written notice to: 203-941-1700 / infoct@emerest.com

5.             Repayment Obligation & Right of Offset.  If I receive payment for any days when for any reason I was not functioning as a DCP or was not eligible to receive payment from DSS, I will notify Emerest promptly in  writing of receipt of such improper payment. My failure to notify or repay DSS via Emerest in full will constitute breach of  this Agreement. In the event that (a) I have received payment from DSS for any days when for any reason I was  not functioning as a DCP or I otherwise was not eligible to receive payment from Emerest and (b) I am eligible to  receive payment from Emerest on behalf of DSS, Emerest may deduct the amount that I was not eligible to receive  from future payments that I am eligible to receive from Emerest on behalf of DSS.

6.             Warning against Fraud. I acknowledge that knowingly accepting payment from Emerest via DSS for time when I 
was not functioning as a DCP constitutes fraud, which exposes me to civil remedies and criminal prosecution.

7.             Remedies for Improper Receipt of Service Fees. Upon breach of this Agreement, including but not limited  to accepting payment when not a DCP, failing or refusing to repay any amount required by this Agreement, or  because I commit any fraud, I agree to pay such amounts together with Emerest’s reasonable attorneys’  fees and costs in connection with Emerest’s investigation and prosecution of any lawsuit under this Agreement, or in connection with any other action arising out of or under this Agreement.  I further agree that, in the event of a  breach, Emerest may apply for a prejudgment remedy for an attachment, garnishment, or other remedy to encumber  or lien my property pending final determination of the amounts due Emerest.

8.             No Employment Relationship. I am not an employee of Emerest, and nothing in this Agreement creates or  should be construed to create an employment relationship between me and Emerest.  I agree that I am not eligible 

for or entitled to any wages or other compensation from Emerest or any employee benefits from Emerest.  I agree to  be responsible for all federal, state, and local taxes arising from performing AFL services for Participant.

9.             Indemnification. I agree to indemnify Emerest from any claims, fines, or penalties assessed against 
Emerest, or any of its affiliates or employees, arising from or due to my breach of this Agreement.

10.          Governing Law.  This Agreement will be governed by and construed according to the laws of the State of  Connecticut, without regard to its conflict of laws rules.

11.          Jury Waiver.  I knowingly and voluntarily waive any right to trial by jury for any claim under this 
Agreement or arising from the relationship between me and Emerest.

12.          Assignability. This Agreement is not assignable by me.  Emerest may assign this Agreement upon written  notice to me.

13.          Entire Agreement. This Agreement contains the entire agreement about the subject matter of it and  supersedes any prior oral or written agreements, understandings, or commitments.  No modification or amendment 
of this Agreement is effective unless in writing and signed by me and an authorized representative of Emerest. This  Agreement does not supersede any separate Mandatory Arbitration Agreement executed by me.

14.          Execution. This Agreement may be executed in ink with delivery to Emerest or by facsimile, email with an attached portable document format (.pdf), or similar electronic signature delivery to Emerest, which will constitute an original of this Agreement.

IMPORTANT: By signing this Agreement, I acknowledge that I was given a reasonable opportunity to read this Agreement carefully, that I have read it and understand it, and that I am signing it voluntarily.

MANDATORY ARBITRATION AGREEMENT

(For Adult Family Living Program Direct Care Providers)

By executing this Mandatory Arbitration Agreement (the “Agreement”), you and Emerest mutually agree to resolve exclusively by way of arbitration all Arbitrable Claims (defined below). The words “you” and “your” in this Agreement refer to the undersigned direct care provider (“DCP”) in the Adult Family Living Program (the “AFL Program”) managed by Emerest and anyone acting on your behalf, including, without limitation, your family, heirs, executors, legal representatives, agents, and assigns. The word “Emerest” in this Agreement includes Emerest Home Care of Connecticut LLC and any and all of its subsidiaries, affiliates, companies under common control, parents, and as to each, all of their directors, officers, employees, executives, agents, administrators, successors, and assigns. The word “Party” refers to either you or Emerest as the context requires and the word “Parties” refers to both you and Emerest.

In exchange for the mutual promises contained in this Agreement, and as a condition of your receipt of AFL Program services from Emerest, and for other good and valuable consideration, the sufficiency and receipt of which are agreed to by the Parties, you and Emerest agree to the following terms and conditions.

1. Agreement to Arbitrate

Except as otherwise provided in this Agreement, you and Emerest mutually agree that any

and all claims or controversies arising between you and Emerest, including, without limitation, any and all claims or controversies arising out of or otherwise relating to your relationship with Emerest, shall be adjudicated exclusively by way of mandatory, final, and binding arbitration. Specifically, this Agreement requires the Parties to submit to arbitration all claims between you and Emerest, including, by way of example and without limitation, claims of: tort; breach of contract, whether express or implied; breach of the implied covenant of good faith and fair dealing, whether express or implied; negligent or intentional infliction of emotional distress; negligent or intentional interference with contract or prospective economic advantage; defamation; discrimination, retaliation, and/or harassment based on any protected basis under federal, state, or local law; violation of any federal, state, local, or municipal laws governing or otherwise pertaining to the payment of any wages; violation of the Fair Credit Reporting Act, as amended; violation of the Home Care Worker Wage Parity Act, as amended; or violation of any other constitution, law, statute, regulation, or ordinance governing or otherwise pertaining to your duties as a DCP (collectively, the “Arbitrable Claims”). Arbitrable Claims include any and all claims (a) that could have been brought by either Party, whether individually, by joining a pre-existing action, or otherwise, as of the Effective Date of this Agreement (defined below), and (b) any and all Arbitrable Claims which arise after the Effective Date.

The Parties also agree to submit to the arbitrator any and all claims regarding issues of arbitrability, the validity, scope, formation, and enforceability of this Agreement, jurisdictional

issues, and any other challenges to this Agreement, including, but not limited to, claims that this Agreement is invalid, voidable, unenforceable, or unconscionable. The interpretation and enforceability of the Agreement shall be determined in accordance with the United States Federal Arbitration Act (“FAA”). In the event that an appointed arbitrator finds the Agreement to be unenforceable under the FAA, but the Agreement would be enforceable under the Connecticut Arbitration Act (“Connecticut Act”), then the Connecticut Act shall apply.

2. Claims Not Covered by this Agreement to Arbitrate

This Agreement does not apply to or cover the following claims: (a) claims brought by you

or Emerest in a court of competent jurisdiction seeking to compel arbitration under this Agreement, or to enforce an arbitration award, (b) claims brought by you or Emerest to obtain preliminary injunctive relief as a precursor to arbitration of an Arbitrable Claim; (c) any claims for which you have a non-waivable right to file a claim or charge against Emerest with a government enforcement agency; and (d) whistleblower retaliation claims under the Sarbanes-Oxley Act, Dodd-Frank Act, or similar law that cannot be arbitrated as a matter of law. To be clear, the ability to seek preliminary injunctive relief is, in no manner, a substitute for, or an exception to, the obligation to arbitrate Arbitrable Claims.

If either Party files a demand for arbitration or lawsuit containing both arbitrable and nonarbitrable claims, or if an Arbitrable Claim is added to an existing proceeding, the other Party reserves the right to compel arbitration regarding the Arbitrable Claims and seek a stay of proceedings regarding any nonarbitrable claims.

3. Arbitration Procedure

The Parties understand that arbitration is a process whereby a legal claim by you and/or

Emerest is presented to an arbitrator for a final and binding decision. An arbitrator is a neutral third party. In some respects, an arbitrator functions like a judge, though an arbitrator need not actually be a judge. At a hearing, called an arbitration, the Parties have an opportunity to present to an arbitrator evidence and arguments regarding an Arbitrable Claim, after which the arbitrator makes a decision regarding that claim.

Arbitration under this Agreement (the “Arbitration”) shall be conducted in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures (the “Commercial Rules”) of the American Arbitration Association (“AAA”). You can find these rules at the following website: https://www.adr.org/sites/default/files/Commercial-Rules_Web.pdf. These rules may be amended from time to time. The Commercial Rules includes instructions on how to commence an arbitration. Additional information concerning the commencement of an Arbitration is also available at the following website: www.adr.org/aaa.

The Arbitration shall be conducted within Hartford, Connecticut, and shall be presided over by one arbitrator, who shall be appointed in accordance with the AAA’s Commercial Rules. The arbitrator must be experienced in the home health care industry and licensed to practice law in Connecticut.

The arbitrator shall apply, as applicable, federal or Connecticut state substantive law and federal or Connecticut state law relating to remedies, without regard to conflicts of laws principles. The arbitrator may award the same remedies and/or relief that would have been available to the Parties had the matter been heard in court. The arbitrator shall not, under any circumstance, have the authority to award a remedy that is not provided for or otherwise available under the statute or other applicable law that governs the at-issue Arbitrable Claim. The arbitrator shall not have the authority to award costs and/or fees, including attorneys’ fees (collectively for purposes of this paragraph, “Fees”), to either Party, unless the statute or other applicable law under which the Arbitrable Claim is brought authorizes an award of Fees under the at-issue circumstances, in which case the determination of whether to award any Fees shall, subject to applicable law, reside within the discretion of the arbitrator.

All Arbitrable Claims remain subject to the applicable statute of limitations for bringing such claims under federal or Connecticut state law, as applicable.

You have the right to be represented at the Arbitration by a lawyer who you may select and hire, at your own expense. Similarly, Emerest has the right to be represented at the Arbitration by a lawyer who Emerest may select and hire, at its own expense.

Adequate discovery shall be permitted by the arbitrator, consistent with applicable law and the objectives of arbitration. In connection with the Arbitration, the Parties shall have the right to file dispositive motions, including, without limitation, motions to dismiss, motions to strike, and motions for summary judgment.

Within sixty (60) days after the conclusion of the presentation of evidence and any briefing permitted by the arbitrator for an Arbitration, the arbitrator shall issue a reasoned, written opinion, which shall include the factual and legal basis for any decision and award. Judgment upon the arbitrator’s award may be entered in any court of competent jurisdiction.

4. Confidentiality of Arbitration Proceedings

Except as may be required by law, both the Parties and the arbitrator shall treat all arbitration

proceedings — including any evidence, submitted papers, decision, award, and opinion in connection therewith — as confidential, and the arbitrator shall issue such orders as are reasonably necessary to maintain such confidentiality.

5. Arbitration Fees and Costs

You shall only be responsible for a nominal fee in connection with commencing an

Arbitration. This fee shall be the lesser of (a) the AAA’s established fee to commence an arbitration, and (b) the amount it would have cost you to commence the same action in court. Emerest shall be responsible for paying all other AAA administrative fees in connection with the Arbitration, including the fees to be paid to the presiding arbitrator (collectively, “Administrative Fees”). Other than such Administrative Fees, but subject to the presiding arbitrator’s above-described limited, conditional authority to award costs and/or fees, each Party to an Arbitration shall be responsible for paying their own costs and fees, including witness fees and attorneys’ fees. Ultimately, the purpose of this provision is to ensure that requiring the arbitration of Arbitrable Claims does not create any expense for you which would not have existed had you commenced the same action in court.

6. Conflicts between Agreement and Arbitration Rules

To the extent that the provisions in this Agreement conflict with the AAA Commercial Rules,

the provisions contained in this Agreement shall govern.

7. Preclusive Effect and Bar to Other Proceedings

This Agreement precludes litigation or re-litigation in any federal, state, or local court, or any

other judicial, quasi-judicial, or administrative proceedings, by either you or Emerest, of any claim that has been, is being, will be, or could or should have been arbitrated under this Agreement.

8. Jury Trial Waiver

Each Party understands and fully agrees that, by signing this Agreement and agreeing to

arbitrate claims, each Party is giving up the constitutional right to have a trial by jury, giving up the right to have Arbitrable Claims heard in court, and giving up the normal rights of appeal following the issuance of the arbitrator’s award, except as applicable law provides for judicial review of arbitration proceedings.

9. Non-Waiver of Reporting Rights

Nothing in this Agreement constitutes a waiver of your rights to make any reports to any

government agency involved in Emerest’s AFL Program. 10. Class Action Waiver

The Parties agree that all Arbitrable Claims under this Agreement must be submitted only on an individual basis. No Arbitrable Claim may be arbitrated on a class or collective basis. The Parties expressly waive any right with respect to any Arbitrable Claims to submit, initiate, or participate in a representative capacity or as a plaintiff, claimant, or member in a class action, collective action, or other representative or joint action, regardless of whether the action is filed in arbitration or in court. This waiver includes, without limitation, any claims pending as of the Effective Date of this Agreement that relate in any manner to an Arbitrable Claim. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, consolidate proceedings, or join any other parties to an arbitration between the Parties.

11. Effective Date

This Agreement shall become effective as of the date you sign it (such date, is the “Effective

Date”). In the event that you fail to sign this Agreement within fourteen (14) calendar days after having received it, but you continue to provide services payable by Emerest after such fourteen-day period, you will be deemed to have accepted and agreed to the terms of this Agreement. In such event, the Agreement’s Effective Date will be the fifteenth (15th) calendar day after it was provided to you by Emerest.

12. Severability

If the arbitrator finds that any one or more provisions of this Agreement is, for any reason, invalid, voidable, or unenforceable, in whole or in part, the arbitrator’s finding shall in no way affect any other provision of this Agreement or the validity or enforcement of the remainder of this Agreement, and any provision thus affected shall itself be modified only to the extent necessary to bring the provision within the applicable requirements of the law.

13. Sole and Entire Agreement

The Parties acknowledge that this Agreement constitutes the complete agreement between the

Parties on the subject matter contained herein and supersedes any prior or contemporaneous oral or written agreement or understanding on the subject matter hereof. In the event of a conflict between the terms of this Agreement and any Emerest policy, this Agreement shall govern. This Agreement does not supersede any separate AFL Direct Care Provider Service Agreement executed by you.

Subject to the foregoing, Emerest’s AFL Program policies remain in full force and effect. Questions about such policies may be directed to Emerest’s Chief Compliance Officer or Chief Operations Officer.

14. Survival of Provisions

The Parties agree that this Agreement shall continue in effect after your relationship with

Emerest ends, for any reason, and shall apply to any Arbitrable Claim, whether such Arbitrable Claim arises or is asserted before, during, or after, the end of your relationship with Emerest.

15. Revocation or Modification

This Agreement is final and binding, and may only be revoked or modified by a writing

signed by both you and an authorized officer of Emerest that specifically states an intent to revoke or modify this Agreement, and gives the Parties at least seven (7) days of advance notice of the revocation or change.

16. No Employment Relationship

You agree you are not an employee of Emerest. This Agreement does not, and shall not be

construed to, create any contract of employment, express or implied, or any other employment relationship between you and Emerest.

17. Successors and Assigns

Emerest may freely assign this Agreement at any time. You may not assign this Agreement,

but this Agreement will inure to the benefit of your successors and assigns. 18. Translation

You understand that this Agreement was originally drafted in English but, at your request, will then be translated into your language of origin (the “Translated Agreement”). In translating the Agreement into your language of origin, it is intended that the Original Agreement would be translated identically, and that the Translated Agreement would, in every respect, have the same meaning, effect, and language as the Original Agreement. You understand and agree that, in the event

of a discrepancy between the Agreement (a copy of which has also been provided to you) and any Translated Agreement, the Agreement shall govern.

BY SIGNING BELOW, THE PARTIES ACKNOWLEDGE THAT THEY EACH HAD A RIGHT TO LITIGATE CERTAIN CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, AND THAT AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, THE PARTIES WILL NOT HAVE THAT RIGHT IN CONNECTION WITH THE ARBITRABLE CLAIMS, AS THAT TERM IS DEFINED IN THIS AGREEMENT. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE RIGHTS TO LITIGATE THE ARBITRABLE CLAIMS AND AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE MEANS OF REDRESS FOR ALL ARBITRABLE CLAIMS.

THE PARTIES AGREE THAT THE ARBITRATOR’S AWARD SHALL BE FINAL AND BINDING ON THE PARTIES. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE EACH READ THIS ENTIRE AGREEMENT, AND ARE ENTERING INTO THIS AGREEMENT FREELY, KNOWLINGLY, VOLUNTARILY, AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.

THIS AGREEMENT PROVIDES ONLY A SUBSTITUTION OF FORUMS AND INVOLVES NO SURRENDER OF ANY SUBSTANTIVE STATUTORY OR COMMON LAW BENEFIT, PROTECTION, OR DEFENSE.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SIGNING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY EMEREST OR ANYONE ELSE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT AND THAT YOU FULLY UNDERSTAND THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT. YOU ALSO AGREE THAT YOU UNDERSTAND YOU MAY SPEAK TO AN ATTORNEY OF YOUR CHOICE BEFORE SIGNING THIS AGREEMENT AND THAT YOU HAVE HAD A SUFFICIENT PERIOD OF TIME BEFORE SIGNING THIS AGREEMENT TO SPEAK WITH AN ATTORNEY.